Winx Club: World 10-1
by Wrath of The Sun Deity
Summary: Magic vs Technology! To quote that one famous person, "Any sufficiently advanced technology is indistinguishable from magic." So what happens when a young man with such tech ends up in a world where magic flows through everything? Why take up the mantle of a knight as he fights for truth and justice. And if he so happens to woo a girl or two? Well he isn't going to complain.
1. Chapter 1

**So this is a Ben Ten x Winx Club story.**

 **It's an entry into Diablo Ex Machina's Ben Ten Multiverse. Here's hoping that people will like it.**

 **Chapter 1:** _Knight in Shining Armor!_

* * *

The power that she could feel flowing through her was nothing short of amazing. It was like nothing that she'd ever felt before in her life. Was this what it meant to be a fairy? Was she one of them now? Was she a god to honest fairy?

If so... then it meant that she belonged at Alfea with her new friends!

With narrowed eyes and a renewed vigor, she ran straight at her enemy, a rather grotesque creature. The flame-like energy caused even some of the pebbles on the ground to turn black from the sheer heat that she emanated. She would show this ogre and its master that she belonged at the school for fairies, just like everyone else. Sure she wasn't royalty, but that meant nothing if her will was strong enough.

With a loud cry of power, she launched the flame that was in her hand straight at the yellow beast. The power flew too fast for it to be dodged, so the beast merely raised its large beefy hands and blocked the attack through sheer force... though it did leave a rather large burn on the rough yellow skin. It cried as it swatted the fire down. The large feet that it used to stand stomped on the floor and caused a minor tremor in the alleyway.

The three women that watched from the side smirked as the lead one stepped forward, "So she does have a spark... how quaint. I guess we'll just have to crush her ourselves." With a twitch of her wrist, she launched a shard of ice at the girl and watched as it froze her feet to the ground. Now there was no chance of her escaping. They weren't in the mood to hunt anyone down today.

Bloom, the young girl with the flame like hair, gasped as she felt the ice crawl up her legs, stopping short of her exposed navel. She wrapped her arms around herself as she tried to keep herself warm. She lost all focus of her goal and simply focused on warmth. This feeling was like nothing that she'd ever felt before... like all the happiness that existed in her was being sucked away from her body and into an endless void of cold and dark. The once formidable power that she had at her disposal was nothing more than a body warmer now.

"I don't think she likes that, dear sister of ours," Stormy commented with a cruel laugh, a spark of lightning dancing of the tip of her index finger, "Maybe we should teach her to be more appreciative of the things that she receives." She stepped forward to fry the girl, but a shake from Icy's head put a stop to that idea. With an over exaggerated sigh, she allowed the magical lightning to fade away.

Icy smiled at the shivering Bloom, "You must forgive my sisters. Sometimes they can get a bit carried away with themselves." She took off the gloves that she wore, revealing her pale hands and the long white nails. She tapped Bloom's cheek and watched as frost formed on it before evaporating into a fine mist. How interesting but it was not something that had any value to her, "Now tell me, where is the ring? I know you know... there's no way a blabbermouth like Stella could resist telling her newest friend." She gave the younger girl a small smile, one that showed her pearly white teeth, though there was danger hidden in her seemingly friendly action, "If you tell me, we can see about getting you nice and warm. After all, it's not good for you to be out here in this _icy_ weather."

No words came out of Bloom's mouth, though it was hard to tell if that was because of the shivering or the fact that there was no way in hell that she was going to reveal something like that. She didn't know why they wanted one of Stella's rings, but she wasn't going to tell them anything, no matter what they promised or threatened.

A growl escaped Icy's throat as she raised a hand to freeze the rest of the girl. She did not take disobedience lightly... and she was going to make sure that Bloom knew that.

" **Halt**!" A voice sounded out, stopping Icy before she could continue with her action, " **Touch the fair maiden and you shall know the taste of my blade**."

The being that spoke these words looked like a cross between a knight and a turtle with the armor that he wore and the sword that he held in his hands. The dark green and brown armor looked strange as if someone had decided to take a giant turtle and turn its shell into a shield. But the strangest thing by far had to be the sword that he wielded. It looked sort of like a fan, but each one of the blades looked like a sharp turtle flipper.

"And just who do you think you are?" Stormy asked with a glare as lightning formed in her hands, her body coming to the front so as to shield Icy and Darcy from the strange man. She was going to make sure that he regretted interfering with their business and that was assuming that he survived their onslaught.

The knight frowned as he turned his head to look at her, his emerald eyes gazing into something that made the witch more than nervous, " **Someone who can not stand to see the abuse of power, especially when it is used to harm the defenseless. Once more, please refrain from raising your weapons. It shall do you no good here.** "

Icy laughed, "Do you hear that? He thinks that we shall listen to his command, just because he wields a strange fan and armor." She shook her head and stepped away from Bloom. This was going to be the most fun that she had in a very long time. She summoned a small orb of blue magic into her hand, the temperature in the alley dropping by a few degrees.

Darcy was the only one out of the trio that looked uncertain about fighting. While she would be the first to claim that she loved beating on others, that didn't mean that she wanted to get arrested. She looked at Icy, "Are you sure about this sister? A fight will more than likely draw the attention of the local paladins and specialists stationed here."

A scoff was her only answer as the orb of magic in Icy's hand went flying to where the man stood. On the off chance that it didn't work, they could always use the ogre as a way to distract him while they made their own escape.

The knight scoffed as he raised his shield to face the attack head on, " **It seems that you won't listen to reason. If that is to be the case, then you shall have to learn by the blade in my hand. Maybe then you shall learn what it means to have true power.** " He swung the fan in a horizontal arc and watched as a crest of pure wind surged to where the trio of witches floated. He had no expectation that it would actually hit them... and just as he thought, they quickly moved out of the way and let their ogre, or whatever that creature was, take the full brunt of the attack. Poor guy... he actually felt kind of bad for him. That crater that he made was also going to be hard to hide.

Stormy laughed as she launched her own attack, a simple bolt of lightning. Once again, though, it never met the man as he simply rolled out of the way... and into one of Icy's attacks. They watched with glee as he grunted in pain and got back onto his feet. That would teach him a lesson that he was certain to not forget. Icy spoke once more, letting the magic that filled her hands to die away for the time being, "You're out of your league Paladin! Leave now and go back to that trash-heap that you call a school."

Her only response was a laugh as the man pointed his sword at them, " **While I'm certain that I have no idea as to what you are referring to... I can assure you that I have no intention of leaving as long as you are here. Now since you have shown me the courtesy of giving me a choice... I will do the same for you. Leave now and I promise that I won't search you down and make you pay for your crime!** "

His senses screamed for him to move, so he did. It was a good thing too as a pillar of ice surged up from where he once stood. He shook his head and charged at the trio... only to be met with the ogre that had recovered from his previous wind slash. He lowered his head so that most of his form was protected by the shield and shield charged the ogre. If he hit it, like he intended to, he end this part of the fight without himself taking too much of a beating.

But the ogre, no matter how brutish it looked, knew an attack when it saw one. So instead of standing still and letting Ben reach it, it grabbed a hold of the charging human via the shield and used its own massive size as a way to redirect Ben into the wall that stood behind the two of them. The ensuing crash was more than enough to put a huge dent into the wall. That was going to be a pain to try and fix.

" **Ouch..** " A groan escaped his mouth as his body answered the call of gravity. For a split second, he was certain that he had been seeing stars... but that was impossible. He shook his head to get rid of the ringing that he could hear, " **I'll be the first to admit that your muscle can hit pretty hard... but I can take it. But you need to ask yourself one important question... and it's not if I can take another hit like that. No, instead, you need to ask yourselves this. If I hit you with the same amount of force, could you walk it off?** " And with that said, he launched himself at the ogre. He didn't move very fast, in fact, he looked more like a gorilla in how fast he moved... but the resulting collision that occurred between him and the ogre was more than enough to cover for his lack of speed. This time though it was the ogre that was sent flying and not the knight.

The watching trio of witches frowned as they watched their muscle fly out of the alley and into the sky. That was not good. They looked back at the knight and the smug smile that he wore and cursed under their breath. He was right in a way... they wouldn't be able to take a hit like that. Their bones and muscles would be destroyed if they even thought of blocking such a punch. This left them with only one option... they would have to retreat. With a sigh and a harsh glare... they teleported out of there in a flash of snow.

The knight smiled as he allowed himself to relax. He had done what he had sought out to do. He had saved the maiden with the fetching red hair from her attackers. Now it was but a matter of getting her out of the ice. Although, as he looked her over with a careful eye, he couldn't help but think that it was a thing easier spoken than done.

"Get away from our friend!" A young regal voice shouted from behind him.

* * *

Stella frowned as she watched the strange knight like being, her eyes never leaving his as her friends went to check on Bloom. Her hands glowed with a golden light as she circled the man, "What did you do to her?"

The knight looked at her with a tilted head, his green eyes narrowed in thought. He took a step forward and watched as Stella took one back. A sigh escaped his mouth, " **I have not touched your friend. When I first came across her, she was being accosted by a trio of women who used their powers to beat on her. I put a stop to that and tossed the yellow beast that acted as their muscle into the alley that mirrors this one.** " He allowed the sword that he held in his hand to fall to the ground, " **You may check for yourselves and see that I am telling the truth but I must caution against going alone. The being is one that has the strength to overpower many men and women.** "

On one hand, what he said made sense to Stella, but on the other, there were still far too many questions that needed to be answered before she could even think of thanking the man. If what he said was to be true, then she would be the first to hug him and give him thanks for saving her friend. If, though, it turned out that he had a hand in doing this to Bloom, she was going to make sure that he knew her fury.

"Right." Stella spoke in a stern voice, though it was obvious that she was nervous, "I'm going to give you a chance and extend a hand in friendship. But if it turns out at all that you had a hand in hurting Bloom, I'm going to make it so that you won't ever be able to walk on your legs ever again. Understood?"

The knight nodded his head as he raised his hands towards his helmet, " **Perfectly**." As he removed his helmet, he gave Stella a soft smile, " **It would go against my code to raise a hand against the defenseless, so by all rights, I should have nothing to fear.** " He stretched his armored hand out for a handshake, "The name is Benjamin Tennyson, but you may call me by my preferred name, Ben."

Stella couldn't help the smile that came onto her face as she shook hands with him. Her first thought about Ben was that he was stunningly handsome, especially with that armor that he wore. Although it did look a bit bulky on him... she was certain that it wouldn't work quite as well on any other person other than Ben. No! Bad Stella. She couldn't be thinking about outfits and all that kind of stuff while Bloom was fighting for her life. She gave Ben a respectful nod before turning her attention back to Bloom and the two fairies that were currently watching over her.

"How is she?" She asked as she kneeled beside Bloom.

Flora, the girl that was checking Bloom over, frowned, "Bad. If we don't get her some real help soon, she'll freeze to death. We're lucky that the mystery knight intervened when he did or who knows what might have happened." She gave said knight a thankful look. She might not have known Bloom for long, but she still saw her as a friend.

Techna chimed in, "I've already called for some specialists to come and take a look at the crime scene. Hopefully, they'll be able to find out who did this and put them away for good." She punched her fist into her open palm, "And who knows, maybe we'll get a chance to get in a punch or two for what they did to poor Bloom. No one messes with one of our own without going through the rest of us."

A laugh escaped the mouth of the knight that went by the name of Ben. It was something that was both musical and powerful... and it filled all of the girls with a sense of warmth as he approached them, his sword held in such a way that it would not harm them. He got onto one knee as he too tried to get a look at the girl that he had saved. His eyes softened ever slightly as he took in the appearance of the shivering girl, "How could anyone have it in their heart to attack such a beautiful thing? It is unthinkable to the heart for any mortal creature to do such a deed. A part of me already regrets allowing the three to leave... but I am a man of my word."

"Wait!" Stella looked at Ben with angry eyes, "You let her attackers leave? Why!? They need to pay for what they've done!"

Ben shook his head as he stood back up, "Your anger is understandable, but to do such a thing would break my oath as a knight. Once I make a promise, I live to make sure that it is kept. I promised to let them go if they left... as such I was duty bound to do nothing as they fled. Next time, though, I shall not be so kind as to give them such a promise. You have my word." He offered Stella his hand to help her up.

As she took his hand, Stella couldn't help but smile, "I'll hold you to that, Sir Ben."

A groan escaped Bloom's mouth as Flora and Musa worked on melting the ice. It was obvious to everyone that she wasn't doing too well and the longer that they took the worse that she would get. It hurt everyone there to see her in such pain. If only there was something or someone that knew proper healing magic. Flora was the only one with any advanced knowledge of life and as such she was the one taking the lead in the healing process, but it was still not enough. Despite popular belief, life magic was not healing magic. Healing magic focused on the repair of that which was broken or bruised. To take that which needed help and remove anything that might have been the cause of the target's ailment. Life magic on the other, while sharing some similarity, focused more on the production of new things, or as most would come to know it as... life.

Flora's use of life magic was creating the energy that Bloom's body needed to try and repair itself, but without anything to heal the actual damage... well it was just creating a stalemate within the girl's internal systems. They needed someone who could fix the damage and then boost Bloom's own energy so that it could heal itself.

Flora shook her head as she poured more of her magic into Bloom, "I think we'll get her out soon, but we will need someone to catch her once that happens. I suspect that she won't be able to support herself due to a lack of physical strength. Ice tends to have that effect on living beings."

Before anyone could reply, a massive yellow humanoid creature came rushing into the alley, steam blowing out of its nose.

* * *

Ben snorted as he took note of the creature and the state that it was in. He quickly put back on his helmet so that he would have some form of protection against the massive brute. While the body armor would work wonders, just one hit to the unprotected head would be more than enough to do him in.

" **Please step to the side. I do not wish to see anyone get hurt while I do battle with this foulest beast**."

The group of magic users did as he asked of them, one of them forming a shield made out of pure vines. How interesting... that looked like something that Swampire could do... 'twas a shame that he had lost that form with the accident. He shook his head and turned back to the target of his ire, the blades of his sword coming together to become a massive single blade. He allowed the tip of it to drop to the ground so that everyone could get a look at just how heavy it was. Maybe that would convince the beast to not attack. Although he didn't have much hope in that regard.

"You!" The beast growled as it stomped forward, "You hurt me! I'll make you hurt just as you made me hurt!"

A laugh escaped Ben's mouth as he stepped forward to meet it. He looked the creature over and took note of the various cuts and bruises that littered its form. It was obvious that it had taken a beating. It was going to need another one if Ben wished to put it down for good. He lifted the sword up and pressed the blunt tip of it against the creature's stomach, " **So... the mindless beast isn't as stupid as it looks? Do you mind explaining why you thought it prudent to attack a defenseless girl? Because if there is one thing that I do not like, it is bullying.** "

It snarled as it tried to punch the knight in the stomach. Tried was the keyword as Ben merely grabbed the offending hand and twisted it in such a way that it caused the creature to cry out in pain. It was quick and efficient and just short of being brutal. Had he truly been trying, he could have easily caved in the creature's head... but he wasn't going to do that.

"You...You won't get me to betray my mistress." The creature managed to growl out through the pain, "They'll come for me... and when they do I'll be sure to come back for you and to make you pay for what you've done."

Ben said nothing as he gazed at the beast with idle eyes, the emeralds that were his eyes seemingly glinting in the moonlight. He said nothing as he put the sword to the creature's neck. He could end its life right there and then... but would that be the right thing to do? He turned towards the girls that were shielded by the vines, " **Come forth fair maidens and speak the beast's judgment. I would have a second opinion before I deal out justice. Know that no harm shall befall you for as long as I live. He is powerless and a weakling that uses his strength for his own reasons.** "

They did as he commanded, but only one stayed behind to keep watch over the still healing Bloom. He paid that one no mind and looked at the girl that appeared to be dressed in golden clothes. He waited patiently as she approached him and his prisoner. He wanted her to come forward of her own free will, not because he rushed or forced them. That was not his way.

"What would happen to him if we asked you to deal with him?"

" **Well assuming you don't want him slayed... I'd find the nearest law-enforcement station and drop him off,** " Ben mused as he looked at the girl with the staff, " **Though I could also just tie him up here and make a call to the police. I'm certain they'd find a way to deal with him.** " He looked back at the cretin and kicked it in the side, his armor giving him the extra strength needed to knock it out. He felt no pity or remorse for what he'd done. It was a criminal and as such would be treated like one.

Some of the girls looked kind of uncomfortable with how Ben acted, but the girl with golden hair was not one of them. He could tell that there was some sort of bad blood between the two of them, but he had no intention of prying for more information.

* * *

"Yeah, that's probably for the best." Stella admitted as she looked at the form of Knut. The ogre had been a pain in her ass for the last few days and she would be glad to see him gone for good. She tapped the unconscious ogre with the tip of her foot to try and see if he was actually incapacitated or just pretending. A sigh of relief escaped her mouth as she took note of the giant bruises that littered its form. She could only assume that Sir Ben was responsible for those.

She waved her staff high in the sky, willing her magic to form a rope that could be used to tie Knut up. Strength meant nothing in the face of true magic. There was no way that the ogre would be able to escape without the help of some sort of master magic practitioner. A sneer of disgust escaped her mouth as she finished the bindings. No one was going to be willing to help a creature like Knut... he just wasn't beautiful enough to be considered worthy of any attention. Sure it was cruel in some regards, aka in most, but it was just how most of the realms worked. There was a reason you didn't see any ogres or trolls at any of the premier schools for fairies, witches, specialists, or paladins.

"That should hold him until the specialists arrive," Stella told the group, including Sir Ben, with a small smirk of pride. She dusted her hands off, not even caring that the dust that came off was golden. It would have no adverse effect on the environment unless she willed it. She turned her attention to Bloom who was no better than what she had already been. A part of her felt horrible for what had happened to her new friend... but she took slight solace in the fact that it was no worse than what it already was. She glanced to Flora and Musa with concern on her face, "Is she stable enough to be carried through a portal?"

Flora nodded her head, "Yeah. But where are we going to find someone strong enough to carry her? I mean I don't want to be the rude one, but none of us are strong in the physical department." She blushed under the stares sent her way.

"If I might," Ben spoke up, "It would not be right of me to leave this poor girl on her own. A knight always makes certain that those under his banner are taken care of and as of right now she just so happens to fall under mine." He approached Bloom and gently picked her up. He held her like one would hold a baby, with a lot of care.

That brought a smile to Stella's face. Strong, honorable, and handsome? What wasn't to like about this new guy? Here was to hoping that she would be seeing him around. She transformed her staff back into its ring form so that she could cast the teleport spell. With a quick wave of her hands, the entire group disappeared in a sparkle of light.

* * *

Ben couldn't help but feel slightly sick. The form of transportation that Stella used was nothing short of woozy. He fell to a knee as he tried not to collapse and drop Bloom. He could feel the bile building up at the back of his throat and swallowed it back down. It was uncomfortable but it was better than letting it get on the girl that he was carrying.

"Can we not do that again?" Ben asked as he looked up at the blond fairy that had transported the small group, "I don't think I could handle another trip like that."

Stella opened her mouth to answer him... but closed it when she saw the various swords and spears aimed at their forms. She raised her hands into the sky and swallowed the lump that formed in her throat. She'd totally forgotten about the various magics that guarded the school during the night. This was one of them. It surged through the very ground that they stood on, sensing the magic of all that stood upon it and compared it to those who were registered in the school's system. But Benjamin... he was not a student and as such would only be recognized as a threat. That was a problem.

Ben gripped the handle of his sword as he got back to his feet, but not before gently resting Bloom back down to the ground. He took a step forward so as to be a shield for her.

"That's enough," An elderly woman commanded as she walked to where the group stood, followed by a slightly younger looking woman. The both of them were frowning, though the latter was more of a sneer than anything, "Weapons are not required here. I am certain that there is a reason as to why they brought a stranger to this place." Her eyes narrowed slightly, "Though we will be the ones to judge if it is a good one or just plain lazy."

Stella rubbed the back of her neck sheepishly. To be perfectly honest... she knew that she shouldn't have brought Ben with her and her friends. Her mind had just been filled with too much worry for Bloom that all thoughts of safety had escaped her senses.

"He saved us." Flora spoke up as she looked towards the headmistress, "If it were not for him, we would have surely been harmed by the ogre that attacked us."

The group looked at Ben with thankful smiles, while the two older women looked him over with interest. The older woman's frown had dissolved into a warm smile, though it was obvious that she was still cautious. The slightly younger woman, on the other hand, was still frowning. It looked like she was ready to rip into the girls but it was only the glare from Fargonda, the older woman, that kept her from acting on that desire.

"Then you have our sincerest thanks," Fargonda told him, followed by a nod from her companion, "But you must understand our apprehension. We have no idea who you are, or what your reason for saving my students are... so I must ask that you follow me to a holding holding room for the time being while we try and clear up some of the confusion." She gave him a small smile, though it was slightly diminished by the glare on her assistant's face, "And I promise that you won't be treated unfairly while we try and find out everything about you."

Ben nodded his head, a smile on his face, "I have nothing to hide from any of you... though I must first put it out that there are some things that I would wish to keep to myself." He raised his weapon towards the sky, ignoring the slight tension in everyone's form and willed the blade that he held to disappear. He paid no mind to the green fire that appeared to swallow both the sword and the armor that he wore. It was nothing more than a physical manifestation of the energy conversion process that Azmuth had designed the sword to use when it summoned the armor.

As the armor slowly slid off his form, and into the now silver sword that he held in his right hand, he smiled, "So... where shall I be staying during my short tenure here?" Had he looked to the girls that stood beside him, and some behind, he would have noticed a red tinge on their cheeks. The blushes might have been a result of the fact that he didn't wear a shirt... or that he had long hair that reached the small of his back. Combined with his bright emerald eyes... he looked like a warrior that had fought in an age long war and came out on top. Still, he focused all his attention on the kindly headmistress and her stern deputy, the smile on his face making everyone feel warm and safe.

Something told him that this was going to be the start of an all new adventure for him. Only time, and Paradox, would tell what it entailed.

* * *

 **So be honest... how was it?**

 **Was it any good? Did you enjoy reading it? Would you recommend to others? Please answer in the reviews below and leave me a favorite.**

 **I want to thank Diablo Ex Machina for allowing me the chance to write this amazing story. He provided the framework for me to start writing this and allowed me the honor of shooting of ideas back and forth with him as to how this story should start off.**

 **Please check out his stories, especially his Ben Ten - Mass Effect story as it's vital to understand what's going on in regards to the multiverse.**

 **Chapter 2:** _History - Not So Past!_


	2. Chapter 2

**Here we are!**

 **Chapter** **2** **:** _History_ _\- Not So Past_

 **AN: A short chapter - and a very long overdue one at that.**

 **Enjoy!**

* * *

"So where are you from?" Stella asked with a bright smile as she walked down the hallways, one eye in front of her and the other on the handsome boy that had saved her friend. The green muscle shirt that he wore provided a rather nice view of his toned body. She tried to avoid looking at the lifeless golems that were escorting Ben. She knew that it wasn't just to protect her but to protect Ben as well. Some people would make assumptions without thinking... so to see a guard would help to mitigate any damage that might occur.

A smile formed on Ben's face, "Well that's a hard question to answer my dear. My story is just slightly on the side of unbelievable." He gave her a quick wink when he was sure that no one was looking. The sword that he had used to save her and her friends was currently resting on his back, carefully bound by magic until they were certain that he was not a threat. Still, that didn't mean that he wasn't dangerous. Just his form alone screamed that he didn't need his sword or armor to do some serious damage.

"I'm a fairy from another world... I think you'll find a way to find your answer," Stella told him with a coy grin before she opened the door to the headmistress office. With a grand wave of her dainty hands, she gestured to the woman who would be conducting the 'interview', "And here we are, Miss Faragonda's office."

Stella gave Ben a small wave before walking out of the room and back the way that she came. She wasn't going to leave Bloom on her own as long as she was still in the medical room.

Giving a soft smile, Ben walked into the room. He took a deep breath of air and narrowed his eyes. It was now or never. He needed to show the headmistress that he wasn't a threat to her or her school. He stretched his hand out for a handshake and did a little dance in his head when she accepted it with a warm smile. Good, that meant that his first impression of her wasn't wrong. That in itself was rare as he had a bad track record of trusting the wrong people. He could name a few people that tried to kill him after he gave them his trust, Albedo, and Keven being at the top of the list. On the bright side, at least the latter had redeemed himself in the end.

"I hope I'm not interrupting whatever conversation you are having with yourself," Miss Faragonda told him with a smile, not at all surprised by the fact that his attention wasn't all there. She'd met people like Ben before, warriors with a deep history. They all had one thing in common - getting hung up on the past. She could tell, though, that Ben's past was, for the most part, a good one, so she wouldn't try to pry into it too much during their 'conversation'.

Ben blinked as he found his mind coming back to its senses, his eyes meeting warm brown ones. A sheepish smile crossed his face as he rubbed the back of his head. How embarrassing.

"I'm sorry," He told her as he took note of the fact that she was alone in the room.

Faragonda merely waved it off, "Think nothing of it, my dear. Everyone has something that they do... yours just so happens to be thoughtful thinking." She gestured for Ben to take a seat, "Now we have a lot to discuss and so little time for it all."

"Understood," Ben replied as he took his seat, the sword sliding off his back and onto the floor. The magic that kept it bound was still going strong... though Ben knew that he could easily shatter it if he needed to.

The morning sun shone into the room, alighting the room in a semi-magical glow, as the two people stared at each other. Hero met Headmistress in a stare that could only be described as tense and thoughtful. There was no malice from each other... just sheer concern.

Faragonda spoke first, breaking the silence with a slight chuckle, "Why don't you tell me a little about yourself? I'm certain a man as unique as you has some sort of backstory."

"My story? Well, that's going to take a while." Ben replied back. "I guess I could tell you how I ended up in your universe." He closed his eyes in thought as he remembered the conversation that he had with an 'old' friend.

* * *

 _He felt strange. That was the first thing that Benjamin Kirby Tennyson came to terms with as he opened his emerald eyes. His whole body felt as if it had been dunked into a tub of ice... after taking a dip in a lake of fire. It was both pleasant and unpleasant, hence the strange feeling. He looked at his arms and noticed what appeared to be metal armor over his body, much like the one that he had worn when he had wielded Ascalon._

 _"What the!?" He exclaimed in a panic as he backed away, almost as if trying to convince himself that he wasn't the man wearing the armor. He paused as he felt his back come in contact with someone behind him. He readied himself to fight the being behind him as he turned around to face it, his armored hand going for where he knew the Omnitrix was resting._

 _"Peace, Benjamin. I mean you no harm." The man stated in a regal British tone, his voice soothing Ben's nerves, as he rested his right hand on Ben's armored shoulder. His dark black eyes met Ben's scared green eyes and a smile came across his face, "I know that you are scared, but allow me to explain some things before you allow panic to cloud your judgment."_

 _Ben sighed as he realized who it was that was talking to him, "Paradox... thank god." He gestured to himself, "What the heck is going on and why... for the love of all that is good in this universe, am I wearing this metal armor?"_

 _The frown that marred the older man's face was nothing short of sympathetic. He pulled out a small gobstopper and handed it to Ben, waiting for him to take it and insert it in his mouth. One he saw his protege do so, he allowed his frown to disappear of his face, "Now you have so much time and so little questions... no wait." He paused and tapped his chin in thought. There was something wrong about that question... ah. It was actually the opposite of what he had said already, "Actually scratch that. You have many questions and so little time to hear the answers to them all."_

 _Ben shook his head in slight amusement, temporarily forgetting his panic as he sucked on the candy that Paradox had been so kind as to give him. As he swallowed some of the fruity salivae, he asked the first question that was on his mind, "What is this thing on me?"_

 _"A good question." Paradox started his answer with a small compliment, though it was meaningless to Ben if he didn't get the answer that he so yearned for, "But one that is more than hard to explain. Well... actually it's easy enough to answer... the problem is your ability to handle it. You've matured over the years but even I'm not certain how deep the damage goes. For all we know, this version of you could be one that is a child at heart or a psychopath with a desire to murder everything in his path." He paused as he took note of Ben's scared face._

 _"Version!?" Ben exclaimed in shock, "Wait... are you saying I'm not me?" He started to pat down his body in a panic as he tried to check if what Paradox had said was true. He knew the man didn't lie, but that didn't mean that he couldn't double-check._

 _Paradox laughed slightly, "No... that's not what I mean." He snapped his finger to draw back Ben's attention, "Do you remember your Ditto transformation? You could consider yourself as one of those clones... though your separation from the original was a bit more complex than that."_

 _That did little to calm Ben, but it was enough for the young man to stop trying to check himself over... not that he was getting very far with it. Metal armor made it hard to check one's own state of being. With a forced sigh, he sat on the ground, "That's good and all, Paradox, but what about this thing that I'm wearing? Why does it look like the armor that Ascalon gave me when I used it?"_

 _"It looks like that... because it is the armor that Ascalon provides its users with." Paradox answered Ben, though, his smile made it hard to see if he was just joking or actually being serious. Ben, though, had a feeling that the Time-Walker was truthful... that didn't mean that he had to like it. It was just his luck to be stuck in a situation like this._

 _He shook his head with a sigh, looking up at his mentor with a rueful grin, "So I'm going to guess that there's something important going on if I'm wearing this armor... and the fact that you're still here." He gave the man a pointed look, daring him to try and be coy about the situation. Respect the man he did, his sense of humor and timing not so much._

 _"Quite astute of you Ben... I think I've made the right choice in picking you for this job," Paradox complimented, "But you are very much right. When the accident happened, the original Ben was split into various versions of himself, and while the original is safe right where he is... you lot are not. I've been busy placing each and every one of you in a universe where your particular skills will be best applied and give you a higher chance of survival against those who would wish to harm you."_

 _"So what about me then?" Ben asked as he looked up at the man that was more mystery than man, "Where are you placing me?"_

 _Paradox smiled, "You, young man, are a far more curious case than the others. You see... when Azmuth hid Ascalon away... he thought it best to hide it in the Omnitrix that you are now wearing. He had faith, and still does, that you won't abuse its powers should you ever have need of it. It was a good thing too, as when you were split, the Omnitrix that you were wearing was ready to explode and destroy your body. The sword prevented that by absorbing the excess energy and fusing itself with the remains of the watch." He gestured to the parts of Ben that were coated green and white, "Hence the new color scheme of Ascalon."_

 _The whistle of awe that escaped Ben's mouth could not be faked... he was genuinely impressed by what Azmuth's creation was capable of doing. Then it hit him... without the Omnitrix, he wouldn't be able to transform into his aliens anymore, "So my powers... they're gone?" That was very bad._

 _Paradox did a so-so gesture with his hand, "It really depends on how you look at it. While you won't be able to transform into any of your aliens anymore, you'll still be able to access their powers via Ascalon and the armor that you are wearing. So you could say that your powers have simply gone through a metamorphosis." He turned towards the scene in front of them, watching as the first life form on Earth crawled out of the water on two fins._

 _The younger man joined his mentor, of sorts, in watching the fish._

 _"So... not gone, just different then?" Ben asked of himself._

 _Paradox simply hummed due to the candy that he popped off into his mouth. Despite what some people might have thought, Paradox knew Ben wasn't an idiot. He was quite smart in ways that others might not have been. For one thing, he was always the first to come up with ideas that the enemy might not have ever thought of using._

 _"Quite right my young friend."_

* * *

Faragonda smiled as she listened to the boy. The tale that he spoke of sounded both amazing and sad. What interested her the most though was his sword and these aliens that it drew its power from. There was so much about it that intrigued her. Sure she knew all that there was to know about magic... but aliens? Well, that was a whole new world to explore.

But there was something about the name of the sword that tickled her mind. It was almost as if an old memory was trying to emerge.

"And the sword's name is Ascalon?" She asked, hoping to make sure that she had the name correct and wasn't mistaking it for something else. Gods help them if that turned out to be the case.

Ben nodded his head, "That's correct mam. Ascalon, the same sword that was wielded by Saint George when he slew the fearsome dragon."

That now raised a rather important question in Faragonda's mind. It was one that she feared to ask... but knew that she had to. She just hoped that her first impression of Ben was correct and not misjudged.

"How did you happen to come across this sword then?" Even she knew the legends about this sword and the terrible power that it wielded.

"Now that is a long story... but allow me to reassure you that Saint George himself gave me this sword. He entrusted it to me... and I will live up to his memory." His eyes hardened slightly, "And the girl, Bloom, is under my protection for as long as I live."

Faragonda laughed, "Of course. I know enough of knights to know how you mean to protect her... but there lies a problem." She gestured to around the room and to the courtyard that her office overlooked, "This is an all-female campus... aside from one other male, who is a teacher here, you are the only man here. To allow you to stay here... it would break the rules that protect this college."

A frown adorned Ben's face as he listened to the woman. He understood the need for such rules... but that would put a real hamper in his plans to protect Bloom.

It was at this point that a knock on the door alerted Ben to the appearance of an elderly man walking into the room. He wore all white and walked with a golden cane that had the figurehead of a dragon. But there was something about him that screamed power... power, not unlike that of Faragonda

"And I believe that is where I come in." A charming smile came upon the older man's face. It was as if someone had told him a joke, one that went over the head of the only earthling in the room.

Ben raised an eyebrow, "And you are...?" His hand reached for the sword that was resting to the side. If the man meant any harm... he would be more than ready to strike him down.

"A spunky one! I like that," The man cheered to himself, "I am the headmaster of your new school. You may call me Headmaster Saladin... and I will be the one to train you in the ways of being a knight... or at least that which passes for knighthood today."

Well... that was certainly a surprise.

* * *

Bloom wasn't too certain as to what was going on. She had just woken up and found a few familiar faces staring at her. Some had smiles and others wore deep frows. Then there were the faces that she didn't know. Their hands glowed with golden energy as they poured some form of magic into her. Whatever it was that they were doing... she liked it. It helped to ease some of the pain that she felt... pain that she felt that she deserved.

"Bloom... I'm so glad to see that you're awake."

The voice that spoke was so calming and powerful... it almost made her want to relax and forget that any of this had happened. But she resisted the strong urge and looked at the owner of the voice... and turned away as quickly as she could. The person who spoke was the same person that had saved her... only this time he was not wearing any armor. In fact, he wasn't wearing anything except for jeans, a shirt that hugged his body, and a silver sword.

What also stood out was the length of his hair and just how amazingly green his eyes were.

The blush on her face didn't stop her from talking to him, "Thank you."

"For what?" The curiousness in his voice could not be faked.

Bloom turned to him fully and bowed her head, her fiery hair hiding her face from his sight, "It's only because you stepped in that I have my life. If not for you... I may very well have come back to Alfea in a coffin." Her hands clenched the bedsheet tightly as she thought about what could have happened and all the friends that she would have been leaving behind.

The young man did something that no one had expected. He got close to Bloom and gently raised her head so that she could look him in the eye. He gave her a smile, one that dimmed the shame and sadness that she felt.

"You have no reason to thank me, Bloom. I did what I did because it was the right thing to do... and please, I can see the regret in your eyes. What happened was not your fault whatsoever. All that you can do is move forward and trust in those that would protect you with their lives. And I promise you... as long as I live, you will always come home to those that care about you."

She felt awe as she listened to the words that he spoke. Her eyes were wide with admiration as she took in all that he spoke of and promised... and it lit a fire in her heart. She would get stronger so that she wouldn't need protection. And she would repay the favor that this man had done for her. She would get so strong that she could protect him when the time came for her to do so!

"Thank you for your kind words... but what is your name?"

The man smiled... and closed his eyes, "My name is Ben Tennyson, and I am your sworn protector. All who would wish you harm shall go through me first!" He looked at all the girls in the room, "All of you, as a matter of fact, are under my banner. Take confidence and hope in that. Should you call for my aid... I will be there to aid you."

He reached his hand out for Bloom to take, "That is if you will have me."

"Of course we would, Sir Tennyson," Bloom didn't even hesitate to take his hand in her own. While she had just met him... something in her heart told her that she could trust him.

It didn't take long for the rest of the girls to join in, though Stella was the most enthusiastic about it. It wasn't long before the handshakes turned into a massive group hug, with both Bloom and Ben at the center of it.

* * *

In the darkness of the night, hidden away from the prying eyes of those who would see them arrested, the Trix seethed and plotted. What they felt in their hearts could only be described as seething, brutal anger. If anger was a power source, then they would have been unbeatable. It was a shame then that anger was just that, anger.

"We should have killed the girl when we had the chance!" Icy snarled as she sent a bolt of pure ice at a poor deer. There was no satisfaction to be gained from seeing it die... but it did help to vent some of the anger that resided in her heart. She knew that she needed to release it before she and the girls returned to Cloud Tower. Headmistress Griffin could sense evil intent and would stop at nothing to purge it from them... hence why they needed to wait before returning.

Still... that didn't mean that she was just going to lie around and do nothing. She and the girls would scheme and plan their next attempt to gain the power that they so craved... and if a few people had to die... well that wasn't going to get any tears from them.

" _That darkness..._ " A voice whispered into their ears, " _What is the source of it? Are you the ones who call out to me? Even if magic was not my strength, I would have surely felt yours._ " The compliment was hidden by the fact that the voice sounded so sinister.

The trio looked all around them as they flared their powers, their hands glowing with their respective elements. But as far as the eye could see... only darkness was to be revealed. The owner of the voice was nothing more than a specter on the wind. And that... well, that scared them. After all, you could only attack that which you could see.

"Show yourself fool!" Icy demanded with a sneer as she fired a warning shot into the darkness. Oh if only she knew what it was that she was doing. The very being that spoke to her was so far above her that she might as well have been a gnat before a giant. Oh, she could try and attack the being... but that would only hasten her demise. And somehow the girl knew that and yet she still had the guts to try to do what she did.

So what happened next was of her own doing. Her sisters too would pay the price for the transgression of one. This would serve as a warning to all of them. If they ever tried to attack that which they didn't understand, well the scars that they earned this day would be a reminder.

But that is a tale for another day. For now... just know that the pain that they felt would be a tale for the ages. Just not the ages that we live in.

* * *

 **And another chapter is done and gone.**

 **How was it?**

 **What did you think of the conversation that Faragonda had with Ben? What of the flashback to Paradox? And who was the mysterious voice that talked to the Trix? Take your shots and leave them as reviews. If you get it correct, I may or may not reply back. Though if you leave guest reviews, don't expect me to reply back, cause I can't.**

 **Thank you for taking the time to read this humble story.**


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